


Lips the Color of Roses

by khudgens91



Category: Sanctuary (TV)
Genre: F/F, F/M, Fingerfucking, Light BDSM, Multi, Oral Sex, Sexual Fantasy, Vaginal Fingering
Language: English
Status: Completed
Published: 2014-08-05
Updated: 2014-08-05
Packaged: 2018-02-11 22:58:23
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 3,929
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2086326
Author URL: https://archiveofourown.org/users/khudgens91/pseuds/khudgens91
Summary: <blockquote class="userstuff">
              <p>Kate could look at Helen Magnus's lips all day.</p>
            </blockquote>





	Lips the Color of Roses

**Author's Note:**

  * For [Elysandra](https://archiveofourown.org/users/Elysandra/gifts).



> This is for Anna because I'm a terrible friend and forgot her birthday. Hopefully this will help make up for it. 
> 
> Also, this takes place after one of my other fics, ("Looking for Punishment") but can be read as a stand alone as well.

Kate could look at Helen Magnus's lips all day. She really did love them. They could stretch into the most radiant smiles. She liked to watch them move as they formed the hypnotic lilt in her voice. They looked especially good when swollen from passionate kisses or quivering as Helen came. 

Kate loved knowing that the same mouth that could cut men like Addison to pieces could also caress lovingly along her body. The things the woman could do with her lips made Kate shudder to think about. Even now, as she watched Helen talk during their morning briefing, Kate couldn't help her mind wandering back to the dreams that had been plaguing her the last few weeks. 

Mostly they involved Helen and Nikola. A very naked Helen and Nikola, doing delightfully wicked things. She'd never really been into voyeurism, but after seeing the Doc getting fucked by the vampire, she couldn't get it out of her mind. Helen all tied up and taken was too damn hot. The doc was always so poised, so in control, seeing Nikola dominate her like that had been quite an experience for Kate. It was also something she'd like to see again. 

She was so lost in her day dreams that she didn't notice the meeting end and her colleagues begin to disperse. 

"Was there something you needed Kate?" Magnus asked, those beautiful lips of her's quirking up in a teasing smile. 

"Huh? What, um, no," Kate stammered. 

"You've seemed rather distracted the last few weeks. Is there something on your mind?"

Oh there was definitely something on her mind, but not anything she wanted to admit to. 

"It's nothing, I've just been having a few day dreams. All I need to do is focus, they'll go away eventually."

"May I ask what sort of day dreams you've been having? They could be caused by one of the residents."

Her day dreams were absolutely the result of a resident, two actually. Magnus was looking at her expectantly though and she cursed inwardly when he cheeks began to burn. 

"I'd really rather not share. They're a bit embarrassing."

"Come now, Kate. You can tell me. I promise you it won't leave this room," Helen assured, moving from one of the arm chairs to sit next to her on the couch. 

Her hand landed gently on Kate's leg, just above her knee. She smiled softly at her and Kate's eyes were once again glued to her rosy lips. Kate swallowed thickly, her mouth suddenly dry. 

"Well, I uh..." Kate stammered. 

"Yes?" Helen prompted. 

"It's my month to clean the Nubbin enclosure," Kate tried by way of explanation, hoping Magnus would understand and drop the subject. 

"I see."

"Even with the cooler temperatures they can still make me a little..."

"Horny?" Helen supplied, smiling knowingly. 

"Something like that, yeah. I've only got a week left on that rotation and then I'll be fine." 

"Now I'm even more curious what sort of day dreams you've been having. I noticed you staring at my mouth during the briefing," Helen whispered conspiratorially, leaning in slightly. 

"I was listening," Kate tried. 

"I don't believe you." 

Helen leaned in further, brushing her lips teasingly across her cheek. Kate sighed, closing her eyes and trying to focus. 

"Tell me what fantasies you've been having. Perhaps I can make some of them a reality."

Kate shuddered. 

"I...it's embarrassing." 

She brushed the hair away from Kate's neck, spilling butterfly kisses along the smooth column of dark skin. It seemed she knew just what it would take to get the information out of Kate. 

"Well mostly I've been thinking about when I joined you and Nikola in bed after you got home from that business meeting." 

"Mmm, yes. That was fun, wasn't it?" Helen said, teasing the sensitive spot behind Kate's ear. 

"Yes," she whispered back on a shaky breath.

"What was your favorite part?" 

"I liked seeing you so..."

"Submissive?"

"Yeah."

"Yes, that's a game Nikola and I play sometimes. He's one of the few people I let fill that role."

"It was really hot." 

"Why Kate, I never knew you were such a voyeur."

She felt herself blush, turning her head away from Helen. It was stupid and embarrassing.

Gentle fingers pulled her chin back until she was looking into warm blue eyes. 

"That isn't a bad thing. We all have different sexual preferences and needs. They're nothing to be ashamed or embarrassed over." 

Helen kissed her softly in reassurance. 

"As long as you're in a safe environment with people you trust, there's no harm in experimenting. Nikola and I have already discussed it and you are welcome in our bed any time. We would be happy to help you explore whatever you like." 

Helen moved in to press her mouth more fully against Kate's. Her tongue swept across her lips, making Kate gasp and giving her the opportunity to deepen the kiss. She explored thoroughly until Kate's mind was fuzzy from growing desire. 

"Tell me more about your fantasies," Helen said against her lips. 

Kate tried to kiss her again, hoping it would distract her. She allowed it for a few moments, but finally pulled back. 

"What wicked things were you imagining my mouth doing when you were staring at it during the meeting?" 

"Nothing in particular this morning."

"What about before this morning?" 

Helen's voice had slipped into the huskier tone that always made Kate's skin tingle. 

"That day, when I was listening outside your office?"

"When you got off listening to us fool around?" Helen interrupted teasingly. 

"Yeah," Kate blushed. "Well it got really quiet and I sort of peaked around the corner. Nikola's back was to me and I couldn't really see anything, but it was obvious you were going down on him." 

"He does quite enjoy when I do that." 

"I want to see," She blurted out in a rush before she could stop herself. 

A large grin spread across Helen's face and mischief danced in her eyes. 

"Oh that can most definitely be arranged." 

"You don't have to, I mean, they're just silly fantasies."

"And what if I want to?" Helen challenged. 

Helen slowly brought one of Kate's hands up to place a lingering kiss on her palm. 

"Tell me, does the idea of me taking Nikola in my mouth excite you? Do you get wet imagining my lips wrapped around his hard cock as it slides down my throat?" Helen asked in a seductive voice. 

She surprised Kate by sucking two of her fingers into her mouth. Helen's tongue swirled around the digits, painting a very clear picture of what she could do to Nikola's cock. Kate moaned, fighting the intense arousal that shot straight to her core. 

"Oh god," she groaned. 

Helen smirked around her fingers, continuing to suck on them slowly. It was maddening and turning Kate on more than she would have thought. 

"Well, I guess if you want to.." Kate trailed off, repeating Helen's sentiment from before and finally returning her smile. 

Her fingers were released, cool air hitting wet skin. Helen gave them one last long lick, holding Kate's gaze as she did so. 

"Be in my room tonight at eight," she instructed. "We'll have everything ready." 

She gave Kate one last drugging kiss before standing up. 

"Now, we both have work to do so we better get to it. I'll see you tonight." 

Reluctantly Kate got up from the couch and left Helen's office to go about her day. She had alot to do and really hoped her day dreaming wouldn't slow her down. Afterall, she'd hate to be late for the show.

*****

Kate stood nervously in the hallway, waiting for the door she'd just knocked on to be opened. She was just about to try again when it swung inward to reveal Magnus. She was still dressed as she had been that morning, minus the torturous heels. It made Kate feel better about not having gone back to her room to change. 

"Kate, come in," Helen said cheerfully, stepping aside to allow her entrance. 

"Sorry I'm a bit late."

"Nonsense," she dismissed with a wave of her hand. "Nikola's still in the shower anyways. I swear, the man takes longer than I do to get ready."

Kate laughed, relaxing somewhat now that she was here. 

"Please, sit," Helen said, gesturing towards the bed. 

Kate complied, climbing on top of the large fluffy mattress. Helen followed her, stepping right into the space between her legs. Her hands fell on Kate's hips and she nuzzled her neck affectionately. 

"I hope you didn't find it too hard to concentrate today."

"It wasn't too bad," Kate replied softly, her own hands landing on Helen's hips. 

"Good," Helen hummed, pecking Kate's lips in a quick kiss. "Hopefully this will help relieve some of the tension caused by those pesky nubbins."

"And Nikola is ok with this?"

Helen laughed. 

"It didn't take much persuading to get him to agree to a blow job." 

"No, I guess it wouldn't," Kate giggled. 

They were both quiet for a moment, just looking at each other and smiling. Then she noticed Helen's eyes darken slightly and Kate could practically feel a shift in her as she pressed closer. With unnerving accuracy Helen found the spot just below her ear that made Kate squirm. Soft lips teased the sensitive skin before her tongue swept across it tantalizingly. 

"Perhaps when I'm finished with Nikola I can go down on you as well," Helen offered, catching Kate's earlobe between her teeth and giving it a gentle tug. 

"Yeah, I'd be ok with that."

Helen chuckled, moving up her jaw until she could kiss her properly. Kate sighed, sinking into the gentle caress of Helen's lips against her's. She was taking it slow, teasing her as she built up the intensity of the kisses. Finally Helen's tongue slipped past Kate's parted lips. 

Over a hundred years of practice made Helen an exceptional kisser. At least the best Kate had ever had, hands down. She was so distracted that she barely noticed the way Helen was sliding her shirt up her body. It wasn't until it became necessary for them to break apart so the garment could be pulled off her fully that Kate realized what was happening. 

Helen started down her neck again, moving across her collar bone to the tops of her breasts. Kate's fingers fumbled with the buttons of Helen's blouse, trying to get her equally undressed. The top discarded on the floor somewhere behind them, Kate's fingers had just closed around the clasp of Helen's bra when Nikola's voice stopped her. 

"Leave her bra and panties on, Ms. Freelander," he told her casually. "The rest you may remove."

Helen hadn't stopped kissing the top of her breasts, seeming unfazed by Nikola's sudden presence or his command. Her hand slid under the cup of Kate's bra, lifting one of her breasts up enough to get at the already hard nipple. Kate arched towards her when her mouth closed around the sensitive bud. 

"Oh god," she gasped as her tongue swirled and flicked over the pebbled flesh. 

"I think she likes that," Nikola commented from the other side of the bed. 

Helen glanced over at him, smiling around the breast she was currently suckling. 

"She has a devilishly talented tongue, don't you agree?" Nikola direct toward Kate. 

All she could do was whimper as the tongue in question swept across her nipple again. There was a slight pressure around her ribs and then it was released as she felt her bra unclip. Helen wasted no time in removing the garment. It took Kate a little longer to figure out that Nikola had to have used his magnetic powers to get it undone in the first place. 

"Make sure you pay the other one equal attention, love," Nikola admonished. 

Helen obeyed, sliding her lips across Kate's chest until they closed around her other nipple. A hand swept down her stomach to cup her mound through the jeans she wore. It was enough pressure to make Kate's hips buck and a half strangled sound escape her throat. 

Nimble fingers undid the button on her jeans and smoothly pulled the zipper down. The pants were quickly discarded. 

Kate was slightly disappointed when Helen stepped away from her. Even though she'd come for a specific purpose, she was quite enjoying the attention. Helen gave her a playful wink before making short work of the skirt she still wore. 

Now that she had the chance, Kate took the time to admire Helen's scantily clad form. She was all smooth creamy skin dotted with freckles, long legs, and lean muscles. The Doc kept herself in good shape and it showed. 

Today she had on a matching set of red lace lingerie. She looked like sin. Kate licked her lips, wishing she could touch the gorgeous creature in front of her. But that would have to wait until later. 

"Come here Helen," Nikola instructed. 

Helen obeyed, padding barefoot to the other side of the bed. Kate rolled onto her stomach, crawling over to the edge of the bed so she could see what was happening. 

Nikola was wrapped in nothing but a towel, his skin still moist from the shower. His hair stood even more haphazard than usually, the wet strands sticking up every which way. 

When Helen was close enough he grabbed her, pulling her against his naked chest and catching her lips for a heated kiss. When he finally let her go she was panting slightly. Nikola smirked, turning her roughly in his arms until she was facing Kate. 

Well toned arms wrapped around her middle, pulling her firmly against his chest. Nikola's left hand wandered higher, finding and kneading a silk covered breast. His right hand slid lower, disappearing into her panties. Helen shifted her legs almost imperceptibly, widening her stance to open herself up to him further. 

No other part of her moved. Her arms hung limp by her side. Even her hips stayed perfectly still, though Kate could tell by the way she bit her lips that she was fighting the urge to buck against his hand. 

"She'll do anything I tell her," Nikola said conversationally. "The great Helen Magnus completely surrenders to me." 

Kate saw Helen shudder slightly. 

"Not that it goes to your head," Helen commented dryly. 

"Oh it most certainly goes to my head," Nikola replied unfazed, rolling his hips forward suggestively. 

Helen gasped. 

"But that's what you came here to see, isn't it? What you've been fantasizing about," he asked Kate. "Seeing me dominate Helen." 

"Yes," Kate said quietly, her eyes dropping to the floor as a blush colored her cheeks. 

"None of that," Nikola admonished. 

Kate looked back up at them and was surprised by the reassuring smile Nikola was giving her. Gone was the snarky front he maintained. For the first time she saw a glimpse of the man Helen claimed Nikola to be. It was gone in an instant though as he spun Helen once again and forced her down onto her knees. 

"Go on then, give the girl the show she came for." 

He was acting non-chalant, like he was above the whole thing. But the tent in his towel proved that he wasn't unaffected. Helen's hands had just reached the edge of the towel when Nikola stopped her. 

"Wait. Put your hair up, it will give our audience a better view." 

Helen wordless rose, disappearing into the bathroom to presumably follow his order. When she returned her dark hair had been pulled into a lose ponytail. 

"Shame, I usually love to sink my fingers in your hair when we do this," Nikola sighed dramatically. 

"Yes, you poor deprived man," Helen replied as she sank back on her knees. 

Nikola glared at her, grabbing the ponytail and yanking until her head was tilted back at an almost painful angle. 

"Don't get cheeky," he warned. 

Helen didn't reply, simply smiled at him in a very cheeky way. Kate had to stifle a laugh. Even when being submissive Helen couldn't fully suppress her stubborn streak. 

This time when Helen reached for his towel Nikola didn't stop her. The fluffy white linen fell to the floor with a soft thump, revealing his half hard erection. 

"You shaved," Helen noted, running a finger along the line where his leg joined his groin. 

"Didn't you say you liked it better when I did?" Nikola asked flippantly. "Something about not getting little hairs in your mouth."

Helen chuckled, but didn't respond. 

They were a few feet away from the bed and Kate watched entranced as Helen teased him with her finger tips. Light touches and soft kisses around but never on his ever hardening cock. Her tongue licked the same line as her finger had earlier, tracing the seam of leg and groin. 

Kate found that she was holding her breath. She noticed Nikola was as well. When Helen finally sucked the tip of him into her mouth they both released their breath. Helen must have heard them because she smiled, immediately releasing the head of his cock. 

She slid the very tip of her tongue along the vein that ran up the underside of his penis. When she reached the head again she gave it an extra little flick, making Nikola's hips jump slightly. 

A hand wrapped firmly around the base, stroking slowly upwards while she sucked on the tip. Her other hand grabbed his butt, her nails visibly digging into the firm muscles there. 

Slowly she took more and more of him into her mouth. Her hand slid up as her lips went down, meeting half way in the middle before reversing. She increased the pace incrementally until Nikola was panting. 

Her unoccupied hand found it's way to his balls, rolling and squeezing them in her palm. Nikola groaned when she gave them a small tug, his hips bucking forward into her waiting mouth. 

She was concentrating so hard she didn't notice Nikola gesturing towards Kate. 

Kate almost missed it herself. Pulling her eyes away from Helen, she followed the movement if his hands. Reaching under the pillow he was indicating her fingers came into contact with smooth leather. She pulled the object out and stared at the leather cuffs. Nikola motioned towards Helen, miming shackling his wrists. 

She'd never restrained Magnus, not in all their times together. It was exciting and terrifying at the same time. Clearly she was ok with Nikola doing such things to her, but Kate wasn't sure how Helen would feel if she did it. But Nikola nodded encouragingly to her so she shakily rose from the bed. 

Making a split second decision, Kate pushed her underwear off before moving to kneel behind Helen. Carefully she removed first one hand and then the other from Nikola's genitals, pulling them each behind Helen's back and fastened the cuffs. 

Her fingers shook slightly as she did so, but neither of the immortals commented if they noticed. She rather doubted they had. Helen hadn't ceased her efforts on Nikola's cock, if anything she'd doubled them now that she didn't have the use of her hands. Nikola looked like he was in heaven, his eyes having fallen shut and a look of utter bliss on his face. 

Kate shuffled up to the Doc, pressing tightly against her back. The other woman arched into her. The way Helen's hands were tied made it relatively easy for her to find and stroke Kate's sex. 

The first touch of long fingers against the hot skin made Kate gasp. She sagged against Helen, slumping forward even as her hips moved frantically. 

From this new angle she had an up close view of what was happening. Helene's head was tilted back slightly and she was allowing him to thrust against her. Kate was mesmerized by the sight of the thick cock sliding in and out, disappear down her throat. 

Nikola Tesla was fucking Magnus's mouth. Kate couldn't suppress a moan at the thought and the sight. 

Leaning in, Kate kissed her neck, sucking at the skin until she'd leave a mark. She scattered kisses all along the pale skin. Her hands wandered over Helen's breasts, down her abdomen. She could feel the other woman trembling in her arms, breathing hard through her nose as she continued to take Nikola in her mouth. 

"This is so hot, Doc," Kate whispered in her ear. 

She pressed closer to Helen, allowing her to slip a finger inside Kate's wet folds. A second soon joined and Kate rocked hard against them. She cried out when another finger pressed against her clit. 

"I want to see you finish him like this," Kate rasped. 

Helen's efforts redoubled. Kate could tell by the frantic press of fingers against her own sex and the hollowing of her cheeks as she sucked hard. Nikola grunted, grabbing Helen's ponytail and starting to really pound against her mouth. Helen took it, relaxing her jaw and letting him use her mouth to find his release. 

Kate knew they were both close. It occurred to her then that Helen had to be just as close as them. Trying to make up for her own selfishness, Kate slid a hand down the front of Helen's panties. She found her swollen and soaking wet. Using the pad of her middle finger, Kate drew tight circle around her clit. Helen moaned, the sound muffled by Nikola's cock. 

The vibrations sent him over the edge. He jerked twice and Kate watched Helen's throat as she swallowed. A little leaked out the sides of her mouth, white against her rosy lips. 

Nikola stumbled backwards away from them. They were rocking against each other now, picking up a steady rhythm. Helen tilted her head back and to the side, capturing Kate's lips in a fierce kiss. Her tongue pushed inside Kate's mouth, sharing Nikola's taste. 

It was too much for Kate. Breaking the kiss she buried her face in Helen's neck as she came. Without her even knowing it her fingers had stopped moving. As she came back down off her high she felt Helen squirming against the frozen digits. Pushing past the post coital haze that was threatening to take over, Kate used what little energy she had left to finish Helen off. 

Roughly she pushed the silk material down Helen's thighs. Using both hands she thrust two fingers inside the tight pussy and pinched her clit. Helen's head fell back against her shoulder and her hips bucked wildly against Kate's hands. 

"Oh fuck," Helen moaned long and low as her climax raced through her. 

Kate rode it out, continue to move until the last wave had passed. They collapsed in a heap, both breathing hard. 

"That was incredible," Kate panted, fingers fumbling to un-cuff Helen's wrists. 

"Yes, she's quite good at that. Believe me when I tell you it feels even better than it looks," Nikola piped up. 

"I've picked up a technique or two over the years," Helen said with a shrug, turning over to face Kate once her hands were free. 

Helen kicked her panties the rest of the way off and reached around behind her to remove her bra as well. Once completely naked she pressed against Kate. The feel of soft curves against her own made Kate sigh happily. 

"I do believe I promised a similar service for you," Helen said, wiggling her eye brows suggestively. 

"Oh god," Kate replied with a giggle, squirming as Helen went to work on her tired and sated body.


End file.
